WINN / Harbor ETF Trust - Harbor Long-Term Growers ETF - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 So

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 So

P.O. Box 804660 | Chicago, Illinois 60680-4108 800-422-1050 | www.harborcapital.com Foreside Fund Services, LLC is the Distributor of Harbor ETF Trust

March 10, 2025 Securities and Exchange Commission Division of Investment Management 100 F Street, N.

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One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

One International Place, 40th Floor

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 30, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker D

One International Place, 40th Floor

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker D

One International Place, 40th Floor

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker D

One International Place, 40th Floor

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Appendix B

                 One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

Appendix A Sector Allocation Geographic Allocation Harbor AlphaEdge Large Cap Value ETF Financials 29% United States 100%   Consumer Staples 11% Health Care 6% Industrials 14% Consumer Discretionary 7% Energy 14% Information Technology 11% Materials

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker D

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Appendix A June 18, 2024 Page 22 Appendix B

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker D

Appendix A

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One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 275 8374 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

Appendix A Appendix B

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EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 11, 2023, pursuant to the provisions of Rule 12d2-2 (a).

July 21, 2023

AW July 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Harbor ETF Trust (the “Registrant”) Harbor Small Cap Explorer ETF – Registration Statement on Form N-1A SEC File No. 333-255884 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended, the Registrant respectfully requests

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

NPORT-EX 25 NPORTGBB4446276830123.htm Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Comp

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

NPORT-EX 16 NPORTGBBX898766500123.htm Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Comp

Reference Index1

NPORT-EX 17 NPORTGBB3351292110123.htm Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Comp

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

NPORT-EX 27 NPORTGBC4149440810123.htm Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Comp

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

Reference Index1

Table of Contents Harbor All-Weather Inflation Focus ETF (currently, Harbor Commodity All-Weather Strategy ETF) (Consolidated) Harbor Corporate Culture ETF Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Health Care ETF Harbor International Compounders ETF Harbor Long-Term Growers E

ATTACHMENT 1

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Legal Opinion of Dechert LLP as to tax matters – filed herewith

Legal Opinion of Dechert LLP as to tax matters Three Bryant Park 1095 Avenue of the Americas New York, New York 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

As filed with the Securities and Exchange Commission on March 10, 2023

Form POS EX As filed with the Securities and Exchange Commission on March 10, 2023 Securities Act File No.

* * * * * * *

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* * * * * * * January 24, 2023 Page 13

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B 1 d432773d8a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer

As filed with the Securities and Exchange Commission on December 23, 2022

N-14 Table of Contents As filed with the Securities and Exchange Commission on December 23, 2022 Securities Act File No.

One International Place, 40th Floor

COVER 34 filename34.htm One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com STEPHANIE CAPISTRON [email protected] +1 617 728 7127 Direct +1 617 275 8364 Fax December 23, 2022 VIA EDGAR Filing Desk Securities and Exchange Commission Office of Filings and Information Services Branch of Registrations and Ex

Opinion and Consent of Dechert LLP – filed herewith

Opinion and Consent of Dechert LLP One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

Consent of Dechert LLP – filed herewith

Consent of Dechert LLP CONSENT OF DECHERT LLP We consent to the filing of our tax opinion as an exhibit to the Registration Statement on Form N-14 of Harbor ETF Trust to be filed with the Securities and Exchange Commission and to the discussion of the opinion and references made to our Firm therein and in any amendments thereto.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-255884 Harbor ETF Trust / NYSE Arca, Inc. (Exact name of Issuer as sp

Form of Legal Opinion of Dechert LLP as to tax matters – filed herewith

Form of Legal Opinion of Dechert LLP as to tax matters Three Bryant Park 1095 Avenue of the Americas New York, New York 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Consent of Independent Registered Public Accounting Firm – filed herewith

Consent of Independent Registered Public Accounting Firm Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Independent Registered Public Accounting Firm”, “Appendix B – Acquired Fund’s and Acquiring Fund’s Financial Highlights” and “Representations and Warranties” in the Registration Statement (Form N-14) of Harbor ETF Trust.

Powers of Attorney dated December 9, 2022 – filed herewith

Powers of Attorney dated December 9, 2022 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, each of the undersigned trustees of Harbor ETF Trust (the “Trust”), hereby constitute and appoint each of Charles F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

One Year

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Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

Pay/Receive Fixed Rate

  Quarterly Portfolios of Investments Harbor ETF Trust July 31, 2022  Harbor All-Weather Inflation Focus ETF (Consolidated) Harbor Corporate Culture Leaders ETF Harbor Disruptive Innovation ETF Harbor Dividend Growth Leaders ETF Harbor Energy Transition Strategy ETF (Consolidated) Harbor Long-Term Growers ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF     Table of Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B 1 d300687d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Ident

Appendix

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As filed with the Securities and Exchange Commission on July 12, 2022

POS EX 1 d342917dposex.htm FORM POS EX As filed with the Securities and Exchange Commission on July 12, 2022 Securities Act File No. 333-263463 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☑ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. 1 ☑ HARBOR ETF TRUST (Exact Name of Registrant as Specifi

Legal Opinion of Dechert LLP as to tax matters – filed herewith

Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

Attachment

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B 1 d523465d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Ident

Three

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

NYSE Arca, Inc.

  Quarterly Portfolios of Investments Harbor ETF Trust January 31, 2022  Exchange Traded Funds Exchange Ticker Harbor Disruptive Innovation ETF NYSE Arca, Inc.

NYSE Arca, Inc.

  Quarterly Portfolios of Investments Harbor ETF Trust January 31, 2022  Exchange Traded Funds Exchange Ticker Harbor Disruptive Innovation ETF NYSE Arca, Inc.

NYSE Arca, Inc.

  Quarterly Portfolios of Investments Harbor ETF Trust January 31, 2022  Exchange Traded Funds Exchange Ticker Harbor Disruptive Innovation ETF NYSE Arca, Inc.

Harbor Capital Advisors Expands ETF Suite with Dividend Growth Leaders ETF

425 1 d267607d425.htm FORM 425 Filed by Harbor ETF Trust pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Westfield Capital Dividend Growth Fund, a series of The Advisors’ Inner Circle Fund II (File No. 811-07102) Harbor Capital Advisors Expands ETF Suite with Dividend Growth Leaders ETF CHICAG

Subadvisory Agreement between the Registrant, Harbor Capital Advisors, Inc. and Jennison Associates LLC – Harbor Long-Term Growers ETF – dated February 2, 2022 – filed with N-14 Registration Statement on March 11, 2022

February 2, 2022 Jennison Associates LLC 466 Lexington Avenue New York, NY 10017 Investment Advisory Agreement For Subadviser Harbor Long-Term Growers ETF Dear Sir or Madam: Harbor Capital Advisors, Inc.

Consent of Dechert LLP – filed herewith

CONSENT OF DECHERT LLP We consent to the filing of our tax opinion as an exhibit to the Registration Statement on Form N-14 of Harbor ETF Trust to be filed with the Securities and Exchange Commission and to the discussion of the opinion and references made to our Firm therein and in any amendments thereto. /s/ Dechert LLP Dechert LLP 100 Oliver Street Boston, MA 02110 March 10, 2022

Form of Subadvisory Agreement between the Registrant, Harbor Capital Advisors, Inc. and Westfield Capital Management Company, L.P. – Harbor Dividend Growth Leaders ETF – filed herewith

[May , 2022] Westfield Capital Management Company L.P. One Financial Center 24th Floor Boston, MA 02111 Investment Advisory Agreement For Subadviser (Harbor Dividend Growth Leaders ETF) Dear Sir or Madam: Harbor Capital Advisors, Inc. (the ?Adviser?), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor ETF Trust

Pursuant to Powers of Attorney dated February 22, 2022 – filed herewith

POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, each of the undersigned trustees of Harbor ETF Trust, hereby constitute and appoint each of Charles F.

Consent of Independent Registered Public Accounting Firm – filed herewith

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Harbor ETF Trust of our report dated December 30, 2021, relating to the financial statements and financial highlights, which appears in Westfield Capital Dividend Growth Fund?s Annual Report on Form N-CSR for the year ended October 31, 2021.

Opinion and Consent of Dechert LLP – filed herewith

EX-99.(11) 5 d646404dex9911.htm OPINION AND CONSENT OF DECHERT LLP One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com March 10, 2022 Harbor ETF Trust 111 South Wacker Drive, 34th Floor Chicago, Illinois 60606-4302 Re: Registration Statement on Form N-14 under the Securities Act of 1933 Dear Ladies and Gentlemen: We h

As filed with the Securities and Exchange Commission on March 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 10, 2022 Securities Act File No.

Form of Investment Advisory Agreement between the Registrant and Harbor Capital Advisors, Inc. – Harbor Dividend Growth Leaders ETF – filed herewith

[May , 2022] Harbor Capital Advisors, Inc. 111 South Wacker Drive, 34th Floor Chicago, Illinois 60606-4302 Investment Advisory Agreement Harbor Dividend Growth Leaders ETF Dear Sir or Madam: Harbor ETF Trust (the ?Trust?) has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (?Shares?) are divided into multi

Form of Legal Opinion of Dechert LLP as to tax matters – filed herewith

Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Form of Proxy Card – filed herewith

PROXY CARD SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES 1.

Attachment

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

A-15 February 3, 2022 Page 16

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

Exchange

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

One International Place, 40th Floor

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

One Year

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

8-A12B 1 d221076d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Ident

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter) ?? State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARBOR ETF TRUST (Exact name of Registrant as Specified in Charter)    State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 South Wacker Dr

BlueCove Limited Code of Ethics dated May 13, 2021 – filed with Pre-Effective Amendment No. 2 on

BlueCove Limited Code of Ethics 13 May 2021 This Code of Ethics is the sole property of BlueCove Limited and its affiliates (collectively, ?BlueCove? or the ?Firm?) and must be returned to the Firm upon termination of a supervised person?s association with the Firm.

Harbor Scientific Alpha High-Yield ETF, Harbor Scientific Alpha Income ETF – filed with Pre-Effective

September 14, 2021 BlueCove Limited 10 New Burlington Street London W1S 3BE, United Kingdom Investment Advisory Agreement For Subadviser Harbor Scientific Alpha Income ETF Harbor Scientific Alpha High-Yield ETF Dear Sir or Madam: Harbor Capital Advisors, Inc.

Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company

Execution Version TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT is made as of the 2nd day of September, 2021, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (?State Street? or the ?Transfer Agent?), and HARBOR ETF TRUST, a Delaware business trust having its principal office and place of business at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606 (the ?Trust?).

Consent of Independent Registered Public Accounting Firm – filed herewith

Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption ?Independent Registered Public Accounting Firm and Financial Statements? within the Statement of Additional Information and to the incorporation by reference of our report dated July 30, 2021 for Harbor Scientific Alpha High-Yield ETF in the Registration Statement (Form N-1A) of the Harbor ETF Trust filed with the Securities and Exchange Commission in this Pre-Effective Amendment No.

Subscription Letter Related to Initial Capital provided by Harbor Capital Advisors, Inc. – filed with

September 10, 2021 Harbor ETF Trust (the ?Trust?) 111 S. Wacker Drive, Suite 3400 Chicago, Illinois 60606 Re: Harbor ETF Trust Ladies and Gentlemen: This hereby documents our purchase from the Trust, which is an investment company offering multiple series, on July 13, 2021, shares of beneficial interest of Harbor Scientific Alpha High-Yield ETF, no par value, at the per-share purchase price set fo

Non-Discretionary Model Portfolio Provider Agreement between the Registrant, Harbor Capital Advisors,

December 1, 2021 Sands Capital Management, LLC 1000 Wilson Boulevard, Suite 3000 Arlington, VA 22209 Non-Discretionary Model Portfolio Provider Agreement Dear Sir or Madam: Harbor Capital Advisors, Inc.

Custodian Agreement between the Registrant and State Street Bank and Trust Company – filed with

Execution Version MASTER CUSTODIAN AGREEMENT This Agreement is made as of September 2, 2021 (this ?Agreement?), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a ?Fund?), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the ?Custodian?).

4BIO Partners LLP Code of Ethics – filed with Pre-Effective Amendment No. 2 on September 10, 2021

CODE OF ETHICS Adopted April 1, 2021 Pursuant to and in recognition of its general fiduciary obligations and in anticipation of registering pursuant to the Investment Advisers Act of 1940, as amended, 4BIO Partners LLP (the ?Firm?) has adopted this Code of Ethics and Insider Trading Policy (the ?Policy?).

Distribution Agreement Novation between Registrant and Foreside Fund Services, LLC – filed with

ETF Distribution Agreement THIS ETF DISTRIBUTION AGREEMENT (?Agreement?), effective as of the closing of the Transaction (as defined below) (the ?Closing Date?), is by and between Foreside Fund Services, LLC (the ?Distributor?) and Harbor ETF Trust (the ?Trust?).

Contractual Expense Limitation between the Registrant on behalf of Harbor Disruptive Innovation ETF and

EX-99.D.(9) 11 d226931dex99d9.htm CONTRACTUAL EXPENSE LIMITATION December 1, 2021 Charles F. McCain Harbor Funds 111 South Wacker Drive, 34th Floor Chicago, IL 60606 RE: Contractual Expense Limitations – December 1, 2021 through August 31, 2022 Dear Mr. McCain: In connection with our service as investment adviser to Harbor Disruptive Innovation ETF, we hereby agree to limit the total annual operat

Non-Discretionary Model Portfolio Provider Agreement between the Registrant, Harbor Capital Advisors,

December 1, 2021 NZS Capital, LLC 1437 Larimer Street, Suite 200 Denver, CO 80202 Non-Discretionary Model Portfolio Provider Agreement Dear Sir or Madam: Harbor Capital Advisors, Inc.

Form of Authorized Participant Agreement – filed with Pre-Effective Amendment No. 2 on September 10,

FORM OF AUTHORIZED PARTICIPANT AGREEMENT Harbor ETF Trust This Authorized Participant Agreement (the ?Agreement?) is entered into by and between Foreside Fund Services, LLC (the ?Distributor?) and (the ?Participant?) and is subject to acceptance by State Street Bank and Trust Company (the ?Transfer Agent?), as transfer agent for Harbor ETF Trust (the ?Trust?), a series trust offering a number of portfolios of securities (each a ?Fund? and collectively the ?Funds?).

Legal Opinion of General Counsel – filed herewith

EX-99.I 16 d226931dex99i.htm LEGAL OPINION OF GENERAL COUNSEL September 9, 2021 Harbor ETF Trust 111 South Wacker Drive, 34th Floor Chicago, IL 60606-4302 RE: Initial Registration Statement on Form N-1A for Harbor ETF Trust Ladies and Gentlemen: This opinion is given in connection with the filing by Harbor ETF Trust (the “Trust”), a Delaware statutory trust (“Trust”), of the Trust’s initial regist

Tekne Capital Management, LLC Code of Ethics – filed with Pre-Effective Amendment No. 2 on

CODE OF ETHICS Investment advisers are fiduciaries that owe their undivided loyalty to their clients.

As filed with the Securities and Exchange Commission on September 10, 2021

N-1A/A 1 d226931dn1aa.htm HARBOR ETF TRUST As filed with the Securities and Exchange Commission on September 10, 2021 File No. 333-255884 File No. 811-23661 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. 2 ☒ Post-Effective Amendment No. ☐ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMP

Harbor ETF Trust Code of Ethics and Standards of Conduct dated September 1, 2021 – filed with

CODE OF ETHICS This Code of Ethics is divided into three parts. The first part contains the Statement of General Principles and Legal Requirements for each Harbor Funds and Harbor ETF Trust (each a ?Trust? and together the ?Trusts?) and each series thereof a ?Fund? and collectively, the ?Funds?. The second part of this Code of Ethics contains provisions relating exclusively to the Independent Trus

Non-Discretionary Model Portfolio Provider Agreement between the Registrant, Harbor Capital Advisors,

December 1, 2021 4BIO Partners LLP 78 Pall Mall London SW1Y 5ES, United Kingdom Non-Discretionary Model Portfolio Provider Agreement Dear Sir or Madam: Harbor Capital Advisors, Inc.

Disruptive Innovation ETF – dated December 1, 2021 – filed with Pre-Effective Amendment No. 2 on

EX-99.D.(2) 4 d226931dex99d2.htm INVESTMENT ADVISORY AGREEMENT BETWEEN THE REGISTRANT AND HARBOR CAPITAL ADVISORS December 1, 2021 Harbor Capital Advisors, Inc. 111 South Wacker Drive, 34th Floor Chicago, Illinois 60606-4302 Investment Advisory Agreement Harbor Disruptive Innovation ETF Dear Sir or Madam: Harbor ETF Trust (the “Trust”) has been organized under the laws of Delaware to engage in the

Westfield Capital Management Company, L.P. Code of Ethics – filed with Pre-Effective Amendment No. 2

Code of Ethics In accordance with Rule 204A-1 of the Investment Advisers Act of 1940 and with Rule 17j-1 of the Investment Company Act of 1940, as amended, Westfield Capital Management Company, L.

Certificate of Trust of Registrant dated April 13, 2021 – filed with Pre-Effective Amendment No. 2 on

EX-99.A.(2) 2 d226931dex99a2.htm CERTIFICATE OF TRUST OF REGISTRANT DATED APRIL 13, 2021 CERTIFICATE OF TRUST OF Harbor ETF Trust This Certificate of Trust of Harbor ETF Trust, a statutory trust (the “Trust”), executed by the undersigned trustee, and filed under and in accordance with the provisions of the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”), sets forth the followi

Non-Discretionary Model Portfolio Provider Agreement between the Registrant, Harbor Capital Advisors,

December 1, 2021 Tekne Capital Management, LLC 509 Madison Avenue, Suite 714 New York, NY 10022 Non-Discretionary Model Portfolio Provider Agreement Dear Sir or Madam: Harbor Capital Advisors, Inc.

Schedule A to Agreement and Declaration of Trust dated June 29, 2021 - filed herewith

SCHEDULE A As of June 29, 2021, the Trustees have established the following Series of the Trust: Harbor Disruptive Innovation ETF Harbor Scientific Alpha High-Yield ETF Harbor Scientific Alpha Income ETF

Non-Discretionary Model Portfolio Provider Agreement between the Registrant, Harbor Capital Advisors,

December 1, 2021 Westfield Capital Management Company, L.P. One Financial Center, 23rd Floor Boston, MA 02111 Non-Discretionary Model Portfolio Provider Agreement Dear Sir or Madam: Harbor Capital Advisors, Inc. (the ?Adviser?), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor ETF Trust(the ?Trust?) on behalf

Sands Capital Management, LLC Code of Ethics – filed with Pre-Effective Amendment No. 2 on

Sands Capital Management, LLC Code of Ethics (Amended September 2020) Sands Capital Management Code of Ethics Table of Contents Page I.

NZS Capital, LLC Code of Ethics – filed with Pre-Effective Amendment No. 2 on September 10, 2021

Code of Ethics March 31, 2020 1 Table of Contents 1. Introduction 3 2. MyComplianceOffice 4 3. Applicability 4 4. Compliance with Laws and Regulations 4 5. General Standards of Business Conduct 5 6. Conflicts of Interest 5 7. Insider Trading 6 8. Political Contributions 10 9. Personal Trading Requirements and Restrictions 11 10. Gifts and Entertainment 14 11. Outside Business Activities 16 Appendi

One International Place, 40th Floor

CORRESP 1 filename1.htm One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com STEPHANIE CAPISTRON [email protected] +1 617 728 7127 Direct +1 617 275 8364 Fax September 8, 2021 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Harbor ETF Trust (the “Re

Harbor Scientific Alpha High-Yield ETF and Harbor Scientific Alpha Income ETF COMMENT 1: (Prospectus – Each Fund – Fund Summary – Fees and Expenses of the Fund) Footnote one includes a statement suggesting that Fund operating expenses could include g

CORRESP 1 filename1.htm One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com STEPHANIE CAPISTRON [email protected] +1 617 728 7127 Direct +1 617 275 8364 Fax September 3, 2021 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Harbor ETF Trust (the “Re

One International Place, 40th Floor

One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.

Article VI of the Agreement and Declaration of Trust dated May 14, 2021 and Article III of the By-Laws

AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on May 14, 2021 by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors.

Power of Attorney dated May 21, 2021, filed with Pre-Effective Amendment No. 1 on July 8, 2021

POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, the undersigned trustees of the following investment companies (collectively, the “Trusts”): Harbor ETF Trust Harbor Funds hereby constitute and appoint Charles F.

Harbor Scientific Alpha High-Yield ETF, Harbor Scientific Alpha Income ETF – dated September 16, 2021

September 16, 2021 BlueCove Limited 10 New Burlington Street London W1S 3BE, United Kingdom Investment Advisory Agreement For Subadviser Harbor Scientific Alpha Income ETF Harbor Scientific Alpha High-Yield ETF Dear Sir or Madam: Harbor Capital Advisors, Inc.

Agreement and Declaration of Trust dated May 14, 2021, filed with Pre-Effective Amendment No. 1 on

AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on May 14, 2021 by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors.

Scientific Alpha High-Yield ETF, Harbor Scientific Alpha Income ETF – dated September 16, 2021, filed

EX-99.(D)(1) 4 d149366dex99d1.htm INVESTMENT ADVISORY AGREEMENT BETWEEN THE REGISTRANT AND HARBOR CAPITAL ADVISORS September 16, 2021 Harbor Capital Advisors, Inc. 111 South Wacker Drive, 34th Floor Chicago, Illinois 60606-4302 Investment Advisory Agreement Harbor Scientific Alpha Income ETF Harbor Scientific Alpha High-Yield ETF Dear Sirs: Harbor ETF Trust (the “Trust”) has been organized under t

Distribution Plan adopted May 17, 2021, filed with Pre-Effective Amendment No. 1 on July 8, 2021

DISTRIBUTION PLAN DISTRIBUTION PLAN, dated as of May 17, 2021 of HARBOR ETF TRUST, a Delaware business trust (the ?Trust?).

One International Place, 40th Floor

CORRESP 32 filename32.htm One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com STEPHANIE CAPISTRON [email protected] +1 617 728 7127 Direct +1 617 275 8364 Fax July 8, 2021 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Harbor ETF Trust (the “Regis

As filed with the Securities and Exchange Commission on July 8, 2021

As filed with the Securities and Exchange Commission on July 8, 2021 File No. 333-255884 File No. 811-23661 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. 1 ☒ Post-Effective Amendment No. ☐ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. 1   ☒ HARBOR ETF

Distribution Agreement between Registrant and Foreside Fund Services, LLC, filed with Pre-Effective

ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the ?Agreement?) is made this 4th day of June 2021, by and between Harbor ETF Trust, a Delaware statutory trust (the ?Trust?) having its principal place of business at 111 South Wacker Drive, 34th Floor, Chicago, IL 60606, and Foreside Fund Services, LLC, a Delaware limited liability company (the ?Distributor?) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

Agreement and Declaration of Trust dated April 13, 2021 – filed herewith

AGREEMENT AND DECLARATION OF TRUST of HARBOR ETF TRUST a Delaware Statutory Trust Principal Place of Business: 111 South Wacker Drive, 34th Floor Chicago, IL 60606 AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on April 13, 2021 by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors.

By-Laws dated April 13, 2021, filed with initial Registration Statement on May 6, 2021

BY-LAWS for the regulation, except as otherwise provided by statue or the Agreement and Declaration of Trust, of HARBOR ETF TRUST A Delaware Statutory Trust BY-LAWS OF HARBOR ETF TRUST Adopted as of April 13, 2021 ARTICLE I DEFINITIONS All capitalized terms have the respective meanings given them in the Declaration of Trust of Harbor ETF Trust dated April 13, 2021, as amended or restated from time to time.

Article VI of the Agreement and Declaration of Trust dated April 13, 2021 and Article III of the By-Laws

EX-99.(C) 5 d150364dex99c.htm ARTICLE VI OF THE AGREEMENT AND DECLARATION OF TRUST DATED APRIL 13,2021 AGREEMENT AND DECLARATION OF TRUST of HARBOR ETF TRUST a Delaware Statutory Trust Principal Place of Business: 111 South Wacker Drive, 34th Floor Chicago, IL 60606 AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on April 13, 2021 by the Trustees, to establish a s

- RW

Harbor ETF Trust 111 South Wacker Drive – 34th Floor Chicago, Illinois 60606 (312) 443-4400 May 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street N.

- N-1A

N-1A 1 d150364dn1a.htm N-1A As filed with the Securities and Exchange Commission on May 5, 2021 File No. File No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. ☐ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. ☐ HARBOR ETF TR

Harbor Capital Advisors, Inc. Code of Ethics and Standards of Conduct dated November 1, 2020, filed with

EX-99.(P)(1) 6 d150364dex99p1.htm HARBOR CAPITAL ADVISORS, INC. CODE OF ETHICS TABLE OF CONTENTS A MESSAGE FROM OUR CEO 3 STANDARDS OF CONDUCT 4 SUMMARY OF REQUIREMENTS 5 Certification Requirements 5 Personal Trade Reporting and Preclearance Requirements 5 WHO IS SUBJECT TO HARBOR’S CODE OF ETHICS? 6 Investment Professionals 6 PERSONAL TRADING AND REQUIRED REPORTING 7 PTA System 7 Reportable Accou

- N-8A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940, as amended, and in c

Article VI of the Agreement and Declaration of Trust dated April 13, 2021 and Article III of the By-Laws

EX-99.(C) 5 d150364dex99c.htm ARTICLE VI OF THE AGREEMENT AND DECLARATION OF TRUST DATED APRIL 13,2021 AGREEMENT AND DECLARATION OF TRUST of HARBOR ETF TRUST a Delaware Statutory Trust Principal Place of Business: 111 South Wacker Drive, 34th Floor Chicago, IL 60606 AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on April 13, 2021 by the Trustees, to establish a s

- N-1A

As filed with the Securities and Exchange Commission on May 5, 2021 File No. File No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. ☐ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. ☐ HARBOR ETF TRUST (Exact name of Registran

Harbor Capital Advisors, Inc. Code of Ethics and Standards of Conduct dated November 1, 2020 – filed

TABLE OF CONTENTS A MESSAGE FROM OUR CEO 3 STANDARDS OF CONDUCT 4 SUMMARY OF REQUIREMENTS 5 Certification Requirements 5 Personal Trade Reporting and Preclearance Requirements 5 WHO IS SUBJECT TO HARBOR?S CODE OF ETHICS? 6 Investment Professionals 6 PERSONAL TRADING AND REQUIRED REPORTING 7 PTA System 7 Reportable Accounts 7 Reportable Securities 9 Harbor-Sponsored Product Holdings 9 Preclearance

Agreement and Declaration of Trust dated April 13, 2021 – filed herewith

AGREEMENT AND DECLARATION OF TRUST of HARBOR ETF TRUST a Delaware Statutory Trust Principal Place of Business: 111 South Wacker Drive, 34th Floor Chicago, IL 60606 AGREEMENT & DECLARATION OF TRUST This AGREEMENT AND DECLARATION OF TRUST was made on April 13, 2021 by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors.

By-Laws dated April 13, 2021 – filed herewith

EX-99.(B) 4 d150364dex99b.htm BY-LAWS DATED APRIL 13, 2021 BY-LAWS for the regulation, except as otherwise provided by statue or the Agreement and Declaration of Trust, of HARBOR ETF TRUST A Delaware Statutory Trust BY-LAWS OF HARBOR ETF TRUST Adopted as of April 13, 2021 ARTICLE I DEFINITIONS All capitalized terms have the respective meanings given them in the Declaration of Trust of Harbor ETF T